ANNUAL REPORT 2025 105 CORPORATE GOVERNANCE REPORT Board Membership Principle 4 Nominating Committee The NC, currently chaired by Dr. Fong Chi Wai, Alex, an Independent Non-executive Director and the Lead Independent Director with Ms. Edith Shih, a Non-executive Director and Prof. Chan Fan-cheong, Tony, an Independent Non-executive Director as members, was established by the Board and meets the requirements of the Code. The majority of the NC, including the chairman of the NC, are independent and the Lead Independent director is a member of the NC. The Board, with the support of the NC, has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board. The responsibilities of the NC are to review the structure, size and composition (including skills, knowledge, experience and diversity profi le) of members of the Board against its needs and make recommendation on the composition of the Board to achieve the Group’s corporate strategy as well as promote unitholder value. It identifi es suitable director candidates and selects or makes recommendation to the Board on the appointment or re-appointment of, as well as succession planning for Directors and key management personnel, in particular the appointment and/or replacement of, without limitation, the Chairman, the CEO and the CFO. The NC also takes the lead on the development of a transparent process for evaluating the performance of the Board and Directors, including assessing whether directors are able to commit enough time to discharge their responsibilities and the maximum number of listed company board representations which a Director may hold. Periodically, the NC reviews the training and professional development programs for the Board including training on sustainability matters as prescribed by SGX-ST, corporate governance, fi nancial reporting, risk management as well as legal and regulatory updates. It also reviews orientation training materials provided to new director(s) to ensure he/she is aware of his/her duties and obligations and has an overview of the Trust and its business. Furthermore, it also assesses the independence of Independent Non-executive Directors having regard to the criteria under the SGX-ST Listing Manual, the Code and the BTR and reviews the Director Nomination Policy and the Board Diversity Policy periodically and makes recommendations on any proposed revisions to the Board. The NC held two meetings in 2025 with 100% attendance: NAME OF MEMBER ATTENDED / ELIGILE TO ATTEND Dr. Fong Chi Wai, Alex (Chairman) 2/2 Prof. Chan Fan-cheong, Tony 2/2 Ms. Edith Shih 2/2 Nomination Process From time to time, new Directors may be identifi ed by the NC for appointment or re-appointment, if necessary, by the Board. Under the Board Diversity Policy, Board candidates are selected based on merit and the contribution such candidate can bring to the Board to complement and expand the competencies, experience and perspectives of the Board as a whole, taking into account the corporate strategy of the Group and the benefi ts of various aspects of diversity, including gender, age, culture, ethnicity, educational background, professional experience and other factors that the NC may consider relevant from time to time towards achieving a diversifi ed Board. In determining the suitability of a candidate, the Board will have due regard to the benefi ts of various aspects of diversity in accordance with the Board Diversity Policy. If the NC determines that an additional or replacement Director is required, it will deploy multiple channels for identifying suitable director candidates, including referral from Directors, shareholders, management, advisors of the Trustee-Manager, unitholders of HPH Trust and external executive search fi rms. The nomination process has been and will continue to be, conducted in accordance with the Director Nomination Policy and the Board Diversity Policy, which are available on the corporate website of HPH Trust. The Board will from time to time review these policies and monitor their implementation to ensure continued effectiveness and compliance with regulatory requirements and good corporate governance practices. Pursuant to the Director Nomination Policy, the NC, in determining the suitability of a candidate, will consider the potential contributions a candidate can bring to the Board including the attributes complementary to the Board, the commitment, motivation and integrity of the candidate, having due consideration of the benefi ts of a diversifi ed Board.
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